UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 1)



(Mark
One)

☒	ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019.



☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from _to .



Commission
file number: 0-30695



ARVANA
INC.

(Exact
name of registrant as specified in its charter)



|Nevada
    (State or other jurisdiction of
    incorporation or organization) | 87-0618509
        (I.R.S.
        Employer
        Identification No.)
|----------------------------------------------------------------------------- | -----------------------------------------------------------------------



299
S. Main Street, 13th Floor, Salt Lake City, Utah 84111

(Address
of principal executive offices) (Zip Code)



Registrant’s
telephone number, including area code: (801) 232-7395



Securities
registered under Section 12(b) of the Act: None.



Securities
registered under Section 12(g) of the Act: common stock (title of class), $0.001 par value.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
☐  No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes
☐  No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes
☒  No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes
☐  No ☒



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.





|Large accelerated filer ☐ |  | Accelerated filer ☐        
|------------------------- |  | ---------------------------
|Non-accelerated filer ☐   |  | Smeller reporting company ☒
|                          |  | Emerging growth company ☐  



If
an emerging growth company, indicate by check number if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes
☒  No ☐



The
aggregate market value of the registrant’s common stock, $0.001 par value (the only class of voting stock), held by non-affiliates
(1,019,405 shares) was $122,329 based on the average of the bid and ask price ($0.12) for the common stock on March 27, 2020.



At
March 27, 2020, the number of shares outstanding of the registrant’s common stock, $0.001 par value (the only class of voting
stock), was 1,034,030.





1







TABLE
OF CONTENTS



|PART
    I                                                                                                               
|-------------------------------------------------------------------------------------------------------------------------
|Item
    1. Business                                                                                                     
|Item
    1A. Risk Factors                                                                                                
|Item
    1B. Unresolved Staff Comments                                                                                   
|Item
    2. Properties                                                                                                   
|Item
    3. Legal Proceedings                                                                                            
|Item
    4. Mine Safety Disclosures                                                                                      
|PART
    II                                                                                                              
|Item 5.
    Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|Item
    6. Selected Financial Data                                                                                      
|Item 7.
    Management's Discussion and Analysis of Financial Condition and Results of Operations                        
|Item
    7A. Quantitative and Qualitative Disclosures about Market Risk                                                  
|Item
    8. Financial Statements and Supplementary Data                                                                  
|Item 9.
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         
|Item
    9A. Controls and Procedures                                                                                     
|Item
    9B. Other Information                                                                                           
|PART
    III                                                                                                             
|Item
    10. Directors, Executive Officers, and Corporate Governance                                                     
|Item
    11. Executive Compensation                                                                                      
|Item 12.
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters              
|Item
    13. Certain Relationships and Related Transactions, and Director Independence                                   
|Item
    14. Principal Accountant Fees and Services                                                                      
|PART
    IV                                                                                                              
|Item
    15. Exhibits, Financial Statement Schedules                                                                     
|Item 16.
    Form 10-K Summary                                                                                           
|Signatures                                                                                                               





EXPLANATORY
NOTE



The
purpose of this amendment on Form 10-K to Arvana Inc.’s Annual Report for the period ended December 31, 2019, filed with
the Securities and Exchange Commission on March 30, 2020, is solely to correct a typographical error with the issue
date of the report provided by its independent auditor Davidson & Company. Amendment No. 1 speaks as of the original
filing date of the Form 10-K, and does not reflect events that may have occurred subsequent to that date, nor does it modify
or update in any way disclosure made in the original Form 10-K.





2







PART
I



ITEM
1 BUSINESS



As
used herein the terms “Company,” “we,” “our,” and “us” refer to Arvana Inc., its
previously held subsidiaries, and its predecessor, unless context indicates otherwise.



FORWARD-LOOKING
STATEMENTS



The
information in this Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements involve risks
and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements
involve risks and uncertainties regarding our planned business, availability of funds, government regulations, common share prices,
operating costs, capital costs, our ability to deploy our planned business and generate revenues and other factors. Any statements
contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as "may", "will", "should", "expect",
"plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable terminology. These statements are
based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors they believe are appropriate in the circumstances.
Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including
the risks outlined below, and, from time to time, in other reports we file with the Securities and Exchange Commission (the “Commission”).
These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation
to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.
Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.



Overview



The
Company was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.” to engage in any legal undertaking.
On July 24, 2006, the Company’s name was changed from Turinco, Inc. to Arvana Inc. to reflect the acquisition of Arvana
Networks, Inc., a telecommunications business. We discontinued efforts related to our telecommunications business as of December
31, 2009. We have since been in the process of seeking other business opportunities.



Our
office is located at 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111, and our telephone number is (801) 232-7395. Our
registered agent is JAD Communications LLC., 5209 West Gowan Road, Las Vegas, Nevada 89130.



The
Company currently is traded on the OTC Markets Group, Inc.’s Pink Sheets Current Information over the counter market platform
under the symbol “AVNI.”



Company



On
March 17, 2016, the Company entered into a non-binding Memorandum of Understanding (“MOU”) with CaiE Food Partnership
Ltd. (“CaiE”) for the purpose of acquiring CaiE as a wholly-owned subsidiary. CaiE is in the business of manufacturing
and distributing fresh Dim Sum food products from a facility based in Sparks, Nevada.



3









The
MOU anticipates that the Company will issue shares of its common stock to acquire CaiE, in addition it will convert existing debt
to equity, increase its authorized common shares, elect a new board of directors and change its name to reflect the new business.
Due to delays in obtaining CaiE’s business and financial information, the terms of the MOU will change in the event that
the parties determine to move forward with the transaction. The delays have caused CaiE to make additional loans to the Company.
CaiE has loaned the Company $169,610 as of the filing date of this report.



In
the event that the Company does not complete the acquisition of CaiE, its intention is to identify and evaluate alternative business
opportunities that might be a good match for the Company. Towards this end, the Company has entered into a consulting agreement
with an expert in strategic business alliances, business combinations, mergers and acquisitions to procure an alternative to the
CaiE transaction in the event that the parties to the MOU do not reach an agreement.



The
Company will not be able to develop any alternative business opportunities presented to it without additional financing. Management
continues to pursue financing from CaiE to maintain operations while a determination of the likelihood of concluding a transaction
based on the MOU remains uncertain.



Selection
of a Business



Should
the Company not acquire CaiE, it will not restrict consideration to any particular business or industry segment, and could consider
opportunities in finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service,
natural resources, manufacturing or high-technology. Management recognizes that the Company’s inadequate financial resources
limit the scope and number of business venture candidates that might otherwise be available.



The
decision to participate in a specific business opportunity will be made upon management’s analysis of the quality of management
and personnel (if any), the prospects for new products or marketing concepts, the merit of technological changes and other factors
which are difficult, if not impossible, to analyze through the application of any objective criteria. We also understand that
the historical operations of a specific venture may not necessarily be indicative of the potential for future operations due to
any changes in management, marketing, operations, products and services, or other changes.



We
will not acquire or merge with any company for which audited financial statements cannot be obtained. Further, we understand that
any new opportunity would present risks to our shareholders. Risks could include the effectiveness of management, the success
of marketing of products or services, and whether the opportunity has realized net income from operations. Many more risks may
not be adequately identified prior to the selection of a specific opportunity, and our shareholders must, therefore, depend on
the ability of management to identify and evaluate such risks.



Acquisition
of Business



We
may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another entity
or may purchase the stock or assets of an existing business. On the consummation of any given transaction, it is likely that present
management and shareholders would no longer control the Company. Further, management may resign and be replaced by new officers
and directors without a vote of the Company’s shareholders. Securities issued in any reorganization would be issued in reliance
on exemptions from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated
element of any transaction, the Company may agree to register securities either at the time the transaction is consummated, or
at a specified time thereafter. The issuance of additional securities and potential sale into our trading market could have a
depressive effect on our stock price.





4







While
the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties
to the business transaction would find it desirable to avoid the creation of a taxable event and thereby structure an acquisition
in a so called “tax-free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended.
However, in order to obtain tax-free treatment it may be necessary for the owners of the acquired business or business opportunity
to own 80% or more of the voting stock of the surviving entity. In such event, Company shareholders would retain less than 20%
of the issued and outstanding shares of the surviving entity. Any merger or acquisition effected by the Company can be expected
to have a substantial dilutive effect on the percentage of shares held by the Company’s present shareholders.



Operation
of Business after Acquisition



The
Company's operation following a merger with or acquisition of a business would be dependent on the nature of the business and
the interest acquired. We are unable to determine at this time whether the Company would be in control of the business or whether
present management would be in control of the Company following any acquisition. We could expect that any future business would
present various challenges that cannot be predicted at the present time.



Competition



Whatever
the business opportunity is that we do ultimately acquire or develop, we are almost certain to be involved in intense competition
with other business entities, many of which will have a competitive edge over us by virtue of their stronger financial resources
and prior business experience.



Employees



The
Company’s sole, part time employee, Ruairidh Campbell, serves as our chief executive officer, chief financial officer and
as a director. The Company looks to Mr. Campbell for his entrepreneurial skills and talents. Management uses consultants, attorneys
and accountants as necessary and does not plan to engage any full-time employees in the near future.



Patents,
Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts



The
Company owns no patents, trademarks, licenses, franchises, concessions, or royalty agreements. We are not subject to any labor
contracts.



Governmental
and Environmental Regulation



General



The
Company cannot at this time anticipate the government regulations, if any, to which the Company may be subject following a merger
or acquisition. However, we can be certain that the conduct of any business subjects us to environmental, public health and safety,
land use, trade, or other governmental regulations and state or local taxation. In selecting a business in which to acquire an
interest, management would endeavor to ascertain the effects of such government regulation on a prospective business opportunity.
In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be
possible to predict with any degree of accuracy the impact of government regulation.The Company believes that it is currently
in compliance in all material respects with all laws, rules, regulations and requirements that affect its business. Further, we
believe that compliance with such applicable laws, rules, regulations and requirements does not impose a material impediment on
our ability to conduct business.





5







Reports
to Security Holders



The
Company’s annual report contains audited financial statements. We are not required to deliver an annual report to security
holders and will not automatically deliver a copy of the annual report to our security holders unless a request is made for such
delivery. We file all of our required reports and other information with the Commission. The statements and forms filed by us
with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet
site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the Commission. The Internet address for this site can be found at http://www.sec.gov.



ITEM
1A. RISK FACTORS



Not
required for smaller reporting companies.



ITEM
1B. UNRESOLVED STAFF COMMENTS



Not
required for smaller reporting companies.



ITEM
2. PROPERTIES



The
Company maintains executive office space at 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111. We pay $69 in rent on
a monthly basis for the use of this office. We do not believe that we will need to maintain a larger office at any time in the
foreseeable future.



ITEM
3. LEGAL PROCEEDINGS



We
are not party to any legal proceedings and to our knowledge no such proceedings are threatened or contemplated.



ITEM
4. MINE SAFETY DISCLOSURES



Not
applicable.





6







PART
II



ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES



Market
Information



Our
common shares are quoted on the Pink Sheet Current Information under the symbol “AVNI”, a service maintained by the
OTC Market Group, Inc. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations
set forth below are not necessarily indicative of actual market conditions.



Capital
Stock



The
following is a summary of the material terms of the Company’s capital stock. This summary is subject to and qualified by
our articles of incorporation and bylaws.



Common
Stock



As
of December 31, 2019, there were 60 shareholders of record holding a total of 1,034,030 shares of fully paid and non-assessable
common stock of the 5,000,000 shares of common stock, par value $0.001, authorized. The board of directors believes that the number
of beneficial owners is substantially greater than the number of record holders because a portion of our outstanding common stock
is held in broker “street names” for the benefit of individual investors. The holders of the common stock are entitled
to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have
no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking
fund provisions applicable to the common stock.



Warrants



As
of December 31, 2019, the Company had no outstanding warrants to purchase its common stock.



Stock
Options



As
of December 31, 2019, the Company had no outstanding stock options to purchase shares of its common stock.



Convertible
Securities



As
of December 31, 2019, the Company has convertible loans in the principal amount of $107,800.

Securities
Authorized for Issuance Under Equity Compensation Plans

The
Company had no securities authorized for issuance under any equity compensation plan as of December 31, 2019.

Purchases
of Equity Securities made by the Issuer and Affiliated Purchasers



The
Company had not repurchased any shares of its common stock during the year ended December 31, 2019.





7







Recent
Sales of Unregistered Securities



None.



Trading
Information



The
Company’s transfer agent is:



ISSUER
DIRECT CORPORATION

500
Perimeter Park Drive Suite D

Morrisville
NC 27560

919-481-4000



ITEM
6. SELECTED FINANCIAL DATA



Not
required for smaller reporting companies.



ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



This
Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this annual
report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified
by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,”
and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly
from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited
to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial
Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included
in this report. Our fiscal year end is December 31.



Discussion
and Analysis



The
Company’s plan of operation over the next twelve months is to acquire CaiE as a wholly-owned subsidiary on those terms to
be provided within definitive agreements and thereafter to focus on CaiE’s business model. We will require a minimum of
$50,000 in funding over the next 12 months to maintain operations and acquire CaiE. On completing the acquisition of CaiE, the
Company will need additional capital to grow CaiE’s business. The amount of funding that may be required for this purpose
is not determinable at this time.



Should
the Company not complete the anticipated transaction with CaiE then it will seek to identify an alternative business opportunity
for which purpose it will require a minimum of $25,000 in funding over the next 12 months. The Company will need additional funding
to complete any alternative transaction that might be identified within this time frame. We anticipate that the required prospective
funding in the near term will be in the form of convertible debt financing from CaiE. Should the Company not complete the anticipated
transaction with CaiE, then requisite funding may come from the sale of our common shares or unsecured shareholder loans. The
Company does not have alternative financing arranged and is not certain that it will be able to realize funding from the sale
of its equity or that shareholders will continue to provide loans. We will require continued financial support from our shareholders
and creditors until the Company is able to generate sufficient cash flow to maintain operations. There is substantial doubt that
the Company will be able to maintain operations unless it can complete a financing in order to pursue a merger or acquisition
of an operating business in the near term.





8







Results
of Operations



During
the year ended December 31, 2019, the Company satisfied continuous public disclosure requirements and continued to finance its
operations with loans that originated from CaiE.



Our
operations for the years ended December 31, 2019 and 2018 are summarized in the following table.



|                                      |  | 2019 |          | 2018
|------------------------------------- |  | ---- | -------- | ----
|Operating Expenses:                   |  |      |          |     
|General
    and administration        |  |      | (20,931  | )   
|Professional
    fees                 |  |      | (31,494  | )   
|Loss
    from Operations              |  |      | (52,425  | )   
|Interest
    expense                  |  |      | (102,543 | )   
|Foreign
    exchange gain (loss)      |  |      | (20,096  | )   
|Gain
    on sale of subsidiaries      |  |      | —        |     
|Gain
    on write-down of liabilities |  |      | 287,316  |     
|Net
    Income (Loss) for the Year    |  | $    | 112,252  |     



Net
Income



Net
income for the year ended December 31, 2019 was $112,252, as compared to net income of $93,510 for the year ended December 31,
2018. The net income over the twelve month period ended December 31, 2019, is attributed to the write-down of certain amounts
due to related parties, certain amounts included in accounts payable, and accrued liabilities. The write-down is based on the
statutory laws pertaining to claims that are no longer collectibe. Net income for the year ended December 31, 2018, is attributed
to the sale of foreign subsidiaries, and a gain on foreign exchange due to a decrease in the value of foreign currencies against
the US dollar that positively impacted the cost of expenses payable in foreign currencies.

The
Company did not generate revenue during either twelve-month period and does not expect revenue over the next twelve months unless
it acquires CaiE or develops a revenue producing business opportunity.



Capital
Expenditures



The
Company expended no amounts on capital expenditures for the year ended December 31, 2019.



Impact
of Inflation



The
Company believes that inflation has had a negligible effect on operations over the past three years.



Liquidity
and Capital Resources



Since
inception, the Company has experienced significant changes in liquidity, capital resources, and stockholders’ deficit.





9







The
Company had assets of $2,346 as of December 31, 2019, that consisted solely of cash and a working capital deficit of $2,213,713,
as compared to assets of $815 as of December 31, 2018, that consisted solely of cash and a working capital deficit of $2,325,965
as of December 31, 2018. Net stockholders' deficiency in the Company was $2,213,713 at December 31, 2019, as compared to a net
stockholders' deficiency in the Company of $2,325,965 at December 31, 2018.



Cash
Used in Operating Activities



Net
cash used in operating activities for the twelve month period ended December 31, 2019 was $35,279 as compared to net cash used
in operating activities of $33,871 for the twelve month period ended December 31, 2018. Net cash used in operating activities
in the current period can be attributed primarily to a number of items that are book expense items which do not affect the total
amount relative to actual cash used such as unrealized foreign exchange gain, amortization of discount on convertible loan, and
other income from the write-down of liabilities. Balance sheet accounts that actually affect cash, but are not income statement
related items that are added or deducted to arrive at net cash used in operating activities, include accounts payable and accrued
liabilities, and amounts due to related parties.



We
expect to continue to use net cash in operating activities over the next twelve months or until such time as the Company can generate
sufficient revenue to transition to providing net cash from operations.



Cash
Used in Investing Activities



Net
cash used in investing activities for the year ended December 31, 2019, was $nil as compared to $44 for the year ended December
31, 2018. The net cash used in investing activities in the prior year can be attributed to the sale of the Company’s foreign
subsidiaries.



We
do not expect to use net cash in investing activities until such time as a transaction is concluded through merger, acquisition
or development of viable business opportunity.



Cash
Flows from Financing Activities



Net
cash provided by financing activities for the year ended December 31, 2019, were $36,810, as compared to $30,000 for
the year ended December 31, 2018. The increase in net cash provided from financing activities over the prior year can be attributed
to an increase in loans received from CaiE in the current period.



We
expect to continue to use net cash provided by financing activities as necessary to maintain operations.



The
Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12) months as it will need
at least $50,000 to maintain operations and conclude a transaction wtih CaiE. Since entering into an MOU with CaiE the Company
has secured a series of loans from CaiE pending a merger or acquisition transaction. CaiE has loaned the Company $169,610 as of
the filing date of this report. Despite the historical CaiE loans, the Company has no future commitments or arrangements in place
to fund the completion of the intended merger or acquisition of CaiE. The Company’s shareholders or CaiE remain the most
likely sources of funding for this purpose though none have made any commitment for such funding. The Company’s inability
to obtain sufficient funding to maintain operations and a merger with or acquisition of CaiE would have a material adverse effect
on its ability to sustain operations.



10









The
Company does not intend to pay cash dividends in the foreseeable future.



The
Company had no lines of credit or other bank financing arrangements as of December 31, 2019.



The
Company had no commitments for future capital expenditures at December 31, 2019.



The
Company has no defined benefit plan or contractual commitment with any of its officers or directors.



The
Company has no current plans for the purchase or sale of any plant or equipment.



The
Company has no current plans to make any changes in the number of employees.



Off-Balance
Sheet Arrangements



As
ofDecember 31, 2019,
we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on
our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures,
or capital resources that are material to stockholders.



Future
Financings



We
anticipate continuing to rely on debt or equity sales of our shares of common stock in order to continue to fund our business
operations. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other
financing to fund our plan of operations.



Critical
Accounting Policies



In
Note 2 to the audited financial statements for the years ended December 31, 2019 and 2018, included in our Form 10-K, the Company
discusses those accounting policies that are considered to be significant in determining the results of operations and its financial
position. The Company believes that accounting principles utilized by it conform to accounting principles generally accepted in
the United States.



The
preparation of financial statements requires Company management to make significant estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty.
On an on-going basis, the Company evaluates estimates. The Company bases its estimates on historical experience and other facts
and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value
of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.



Going
Concern



As
at December 31, 2019, the Company had an accumulated deficit of $23,494,928 and negative cash flows
from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a
going concern which will require funding from outside sources in the form debt or equity. Management believes that it will be
able to obtain the funding required to enable the Company to continue as a going concern though there can be no assurances that
its efforts will prove successful.



11









Forward-Looking
Statements and Factors That May Affect Future Results and Financial Condition



The
statements contained in the section titled Management’s Discussion and Analysis of Financial Condition and Results of
Operations and elsewhere in this current report, with the exception of historical facts, are forward-looking statements. Forward-looking
statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements.
These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize.
These statements include, but are not limited to, statements concerning:



| | • | our
                                         anticipated financial performance and business plan;
| | - | -------------------------------------------------------------------------------------------------

| | • | the
                                         sufficiency of existing capital resources;
| | - | ---------------------------------------------------------------------------------------

| | • | our
                                         ability to raise capital to fund cash requirements for future operations;
| | - | ----------------------------------------------------------------------------------------------------------------------

| | • | uncertainties
                                         related to the Company’s future business prospects;
| | - | ----------------------------------------------------------------------------------------------------------

| | • | the
                                         volatility of the stock market; and
| | - | --------------------------------------------------------------------------------

| | • | general
                                         economic conditions.
| | - | ---------------------------------------------------------------------



We
wish to caution readers that our operating results are subject to various risks and uncertainties that could cause our actual
results to differ materially from those discussed or anticipated. We also wish to advise readers not to place any undue reliance
on the forward-looking statements contained in this report, which reflect our beliefs and expectations only as of the date of
this report. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances
or any changes in our beliefs or expectations, other than as required by law.



Recent
Accounting Pronouncements



Please
see Note 2 to our financial statements for a discussion of recent accounting pronouncements.



ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not
required for smaller reporting companies.



ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



Our
audited financial statements for the year ended December 31, 2019, as set forth below, are included with this Annual Report on
Form 10-K. Our audited financial statements are prepared on the basis of accounting principles generally accepted in the United
States and are expressed in U.S. dollars.

|                                                                                                            | PAGE
|----------------------------------------------------------------------------------------------------------- | ----
|Report
    of Independent Registered Public Accounting Firm                                                 | F-1 
|Balance
    Sheets, December 31, 2019 and 2018                                                              | F-2 
|Statements
    of Operations and Comprehensive Income (Loss) for the years ended December 31, 2019 and 2018 | F-3 
|Statements
    of Cash Flows for the years ended December 31, 2019 and 2018                                 | F-4 
|Statements
    of Stockholders’ Deficiency for the years ended December 31, 2019 and 2018                   | F-5 
|Notes
    to Financial Statements                                                                           | F-6 





12













Report
of Independent Registered Public Accounting Firm



To
the Shareholders and Directors of

Arvana
Inc.



Opinion
on the Financial Statements



We
have audited the accompanying balance sheets of Arvana Inc. (the “Company”), as of December 31, 2019 and 2018, and
the related statements of operations and comprehensive income (loss), stockholders’ deficiency, and cash flows for the years
ended December 31, 2019 and 2018, and the related notes and schedules (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of Arvana Inc. as of
December 31, 2019 and 2018, and the results of its operations and its cash flows for the years ended December 31, 2019 and 2018
in conformity with accounting principles generally accepted in the United States of America.



Going
Concern



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are
also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.



We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.



Our
audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.



We
have served as the Company’s auditor since 2005.





“DAVIDSON
& COMPANY LLP”



/s/
Davidson & Company LLP





|Vancouver,
    Canada |  | Chartered
    Professional Accountants
|--------------------- |  | --------------------------------------



March
27 , 2020







F-1







Arvana
Inc.
Balance Sheets

(Expressed
in US Dollars)

|                                                                                                                                            |  | December
    31, |             | December
    31,
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ----------- | ----------------
|                                                                                                                                            |  | 2019             |             | 2018            
|ASSETS                                                                                                                                      |  |                  |             |                 
|Current assets:                                                                                                                             |  |                  |             |                 
|Cash                                                                                                                                        |  | $                | 2,346       |                 
|Total
    assets                                                                                                                            |  | $                | 2,346       |                 
|                                                                                                                                            |  |                  |             |                 
|LIABILITIES AND STOCKHOLDERS'
    DEFICIENCY                                                                                                |  |                  |             |                 
|Current liabilities                                                                                                                         |  |                  |             |                 
|Accounts
    payable and accrued liabilities                                                                                                |  | $                | 974,013     |                 
|Convertible
    loans (net of discount of $nil and $45,059, respectively (Note 9)                                                           |  |                  | 107,800     |                 
|Loans
    payable to stockholders (Note 3)                                                                                                  |  |                  | 581,379     |                 
|Loans
    payable to related party (Note 3)                                                                                                 |  |                  | 130,249     |                 
|Loans
    payable (Note 3)                                                                                                                  |  |                  | 84,509      |                 
|Amounts
    due to related parties (Note 8)                                                                                                 |  |                  | 338,109     |                 
|Total
    current liabilities                                                                                                               |  |                  | 2,216,059   |                 
|                                                                                                                                            |  |                  |             |                 
|Stockholders' deficiency                                                                                                                    |  |                  |             |                 
|Common
    stock, $0.001 par value 5,000,000 authorized,1,034,030 shares issued and outstanding at December 31, 2019 and 2018, respectively |  |                  | 1,034       |                 
|Additional
    paid-in capital                                                                                                              |  |                  | 21,283,517  |                 
|Deficit                                                                                                                                     |  |                  | (23,494,928 | )               
|                                                                                                                                            |  |                  | (2,210,377  | )               
|Less:
    Treasury stock – 2,085 common shares at December 31, 2019 and 2018, respectively                                                  |  |                  | (3,336      | )               
|Total
    stockholders’ deficiency                                                                                                          |  |                  | (2,213,713  | )               
|                                                                                                                                            |  | $                | 2,346       |                 



The
accompanying notes are an integral part of these financial statements.



F-2







Arvana
Inc.
Statements of Operations and Comprehensive Income
(Expressed in US Dollars)





|                                                      |  | For
                                         the years ended
|----------------------------------------------------- |  | ------------------------------------------------------------
|                                                      |  | December
    31,                                            
|                                                      |  | 2019                                                        
|                                                      |  |                                                             
|                                                      |  |                                                             
|Operating expenses                                    |  |                                                             
|General
    and administrative                        |  | $                                                           
|Professional
    fees                                 |  |                                                             
|Total
    operating expenses                          |  |                                                             
|                                                      |  |                                                             
|Loss from operations                                  |  |                                                             
|                                                      |  |                                                             
|Interest expense (Notes
    3 and 9)                  |  |                                                             
|Foreign exchange gain
    (loss)                      |  |                                                             
|Gain on sale of subsidiaries
    (Note 10)            |  |                                                             
|Other
    income (Note 11)                            |  |                                                             
|                                                      |  |                                                             
|Net
    income and comprehensive income               |  | $                                                           
|                                                      |  |                                                             
|Per common share information
    – basic and diluted: |  |                                                             
|Weighted
    average shares outstanding - basic       |  |                                                             
|Net
    income per common share – basic               |  | $                                                           
|Weighted
    average shares outstanding - diluted     |  |                                                             
|Net
    income per common share – diluted             |  | $                                                           



The
accompanying notes are an integral part of these financial statements.



F-3







Arvana
Inc.
Statements of Cash Flows
(Expressed in US Dollars)

|                                                                                                   |  | For
                                         the years ended
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------
|                                                                                                   |  | December
    31,                                            
|                                                                                                   |  | 2019                                                        
|Operating activities                                                                               |  |                                                             
|Net
    income for the year                                                                        |  | $                                                           
|                                                                                                   |  |                                                             
|Items
    not involving cash:                                                                      |  |                                                             
|Interest
    expense                                                                               |  |                                                             
|Foreign
    exchange (gain) loss                                                                   |  |                                                             
|Gain
    on sale of subsidiaries                                                                   |  |                                                             
|Other
    income (Note 11)                                                                         |  |                                                             
|Amortization
    of discount on convertible loan                                                   |  |                                                             
|Changes
    in non-cash working capital:                                                           |  |                                                             
|Accounts
    payable and accrued liabilities                                                       |  |                                                             
|Amounts
    due to related parties                                                                 |  |                                                             
|Net
    cash used in operations                                                                    |  |                                                             
|                                                                                                   |  |                                                             
|Investing activities                                                                               |  |                                                             
|Cash
    disposed on sale of subsidiaries                                                          |  |                                                             
|Net
    cash used in investing activities                                                          |  |                                                             
|                                                                                                   |  |                                                             
|Financing activities                                                                               |  |                                                             
|Proceeds
    of loans payable (Note 9)                                                             |  |                                                             
|Proceeds
    of convertible loan (Note 9)                                                          |  |                                                             
|Net
    cash provided by financing activities                                                      |  |                                                             
|                                                                                                   |  |                                                             
|Increase (decrease)
    in cash                                                                    |  |                                                             
|Cash,
    beginning of year                                                                        |  |                                                             
|Cash,
    end of year                                                                              |  | $                                                           
|                                                                                                   |  |                                                             
|Supplementary information:                                                                         |  |                                                             
|Cash
    paid for interest                                                                         |  | $                                                           
|Cash
    paid for income taxes paid                                                                |  | $                                                           
|Accounts
    payable and accrued liabilities written off                                           |  | $                                                           
|Accounts
    payable and accrued liabilities settled as consideration for the sale of subsidiaries |  | $                                                           
|Discount
    on convertible notes from beneficial conversion feature                               |  | $                                                           



The
accompanying notes are an integral part of these financial statements.



F-4







Arvana
Inc.
Statements of Stockholders' Deficiency
(Expressed in US Dollars)



|                                                                                                                                |  | Common
    Shares |           |        |  |                                |       | Treasury |  |       
|------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | --------- | ------ |  | ------------------------------ | ----- | -------- |  | ------
|                                                                                                                                |  | Shares            |           | Amount |  | Additional
    Paid-in Capital |       | Deficit  |  | Shares
|Balance,
    December 31, 2015                                                                                                  |  |                   | 885,130   |        |  | $                              | 885   |          |  | $     
|Debt
    settlement                                                                                                             |  |                   | 148,900   |        |  |                                | 149   |          |  |       
|Discount
    on convertible notes from beneficial conversion feature                                                            |  |                   |           |        |  |                                |       |          |  |       
|Net
                                         loss for the year ended December
                                         31, 2016 |  |                   |           |        |  |                                |       |          |  |       
|Balance,
    December 31, 2016                                                                                                  |  |                   | 1,034,030 |        |  | $                              | 1,034 |          |  | $     
|Net
    loss for the year ended December 31, 2017                                                                               |  |                   |           |        |  |                                |       |          |  |       
|Balance,
    December 31, 2017                                                                                                  |  |                   | 1,034,030 |        |  | $                              | 1,034 |          |  | $     
|Discount
    on convertible notes from beneficial conversion feature                                                            |  |                   |           |        |  |                                |       |          |  |       
|Net
    income for the year ended December 31, 2018                                                                             |  |                   |           |        |  |                                |       |          |  |       
|Balance,
    December 31, 2018                                                                                                  |  |                   | 1,034,030 |        |  | $                              | 1,034 |          |  | $     
|Net
    income for the year ended December 31, 2019                                                                             |  |                   |           |        |  |                                |       |          |  |       
|Balance,December
    31, 2019                                                                                                   |  |                   | 1,034,030 |        |  | $                              | 1,034 |          |  | $     





The
accompanying notes are an integral part of these financial statements.



F-5







|Arvana
    Inc.                                   
|--------------------------------------------------
|Notes
    to Financial Statements                 
|For the
    Years Ended December 31, 2019 and 2018
|(Expressed
    in U.S. Dollars)                   



1.
Nature of Business and Ability to Continue as a Going Concern

Arvana
Inc. (“our”, “we”, “us” and the “Company”) was incorporated under the laws of
the State of Nevada as Turinco, Inc. on September 16, 1977, with authorized common stock of 2,500 shares with a par value of $0.25.
On October 16, 1998, the authorized capital stock was increased to 100,000,000 common shares with a par value of $0.001 and a
forward common stock split of eight shares for each outstanding share. In 2005, we completed another forward common stock split
of nine shares for each outstanding share. On July 24, 2006, the shareholders approved a change of the Company’s name from
Turinco, Inc. to Arvana Inc. On September 30, 2010, the authorized capital stock was decreased to 5,000,000 common shares with
a par value of $0.001 in combination with a reverse split of one share for every twenty shares outstanding.



On
March 17, 2016, the Company entered into a non-binding Memorandum of Understanding (“MOU”) with CaiE Food Partnership
Ltd. (“CaiE”) for the purpose of acquiring CaiE as a wholly-owned subsidiary. CaiE is in the business of manufacturing
and distributing fresh Dim Sum food products from a facility based in Sparks, Nevada. In the event that the Company does not complete
the acquisition of CaiE, its intention will be to identify and evaluate alternative business opportunities that might be a good
match for the Company.



The
reporting currency and functional currency of the Company is the United States dollar (“US Dollar”) and the accompanying
financial statements have been expressed in US Dollars.



These
financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities
in the normal course of business. For the year ended December 31, 2019, the Company recognized net income of $112,252, as a result
of a other income (Note 11). At December 31, 2019, the Company had a working capital deficiency of $2,213,713. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern.



The
World Health Organization declared coronavirus COVID-19 a global pandemic in March 2020. COVID-19 is a contagious disease that
continues to spread adversely affecting workforces, economies, and financial markets globally, which affects will likely result
in an economic downturn. The Company cannot predict the duration or magnitude of the adverse results connected to COVID-19, nor
can it preduct the effect, if any, COVID-19 will have on the Company’s business or its ability to raise funds



The
Company will require continued financial support from its stockholders and creditors until it is able to generate sufficient cash
flow from operations on a sustained basis. There is substantial doubt that the Company will be successful at achieving these objectives.
Failure to obtain the ongoing support of its shareholders and creditors may make the going concern basis of accounting inappropriate,
in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. These financial
statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification
of liabilities that might arise from this uncertainty.





F-6









|Arvana
    Inc.                                   
|--------------------------------------------------
|Notes
    to Financial Statements                 
|For the
    Years Ended December 31, 2019 and 2018
|(Expressed
    in U.S. Dollars)                   



2.
Summary of Significant Accounting Policies



a)
Basis of presentation

The
Company is in the process of evaluating CaiE as a business opportunity and has minimal operating expenses. Our fiscal year end
is December 31. The accompanying financial statements of Arvana Inc. for the years ended December 31, 2019 and 2018 have been
prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial
information with the instructions to Form 10-K and Regulation S-K. Results are not necessarily indicative of results which may
be achieved in the future.



b)
Estimates

The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.



c)
Foreign currency translation and transactions

Transactions
conducted in foreign currencies are recorded using the exchange rate in effect on the transaction date. At the period end, monetary
assets and liabilities are translated to the functional currency of each entity using the exchange rate in effect at the period
end date. Transaction gains and losses are recorded in foreign exchange gain or loss in the statement of operations and comprehensive
loss.



d)
Comprehensive income (loss)

The
Company considers comprehensive income (loss) as a change in equity (net assets) of a business entity during a period from transactions
and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting
from investments by owners and distributions to owners.



e)
Cash equivalents

The
Company considers all highly-liquid investments, with terms to maturity of three months or less when acquired, to be cash equivalents.
The Company did not have any cash equivalents as at December 31, 2019.



F-7









|Arvana
    Inc.                                   
|--------------------------------------------------
|Notes
    to Financial Statements                 
|For the
    Years Ended December 31, 2019 and 2018
|(Expressed
    in U.S. Dollars)                   





2.
Summary of Significant Accounting Policies (continued)



f)
Financial instruments

The
Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which
it is practicable to estimate such values:



Cash
- the carrying amount approximates fair value because the amounts consist of cash held at a bank.



Accounts
payable and accrued liabilities, convertible loans, loans payable and amounts due to related parties - the carrying amount approximates
fair value due to the short-term nature of the obligations.



The
estimated fair values of the Company's financial instruments as of December 31, 2019 and December 31, 2018 follows:



|                                             |  | December
                                         31, 2019 |         | December
                                         31, 2018
|-------------------------------------------- |  | ---------------------------------------------------------- | ------- | ----------------------------------------------------------
|                                             |  | Carrying Amount                                            |         | Fair Value                                                
|Cash                                         |  | $                                                          | 2,346   |                                                           
|Accounts
    payable and accrued liabilities |  |                                                            | 974,013 |                                                           
|Convertible
    loans                        |  |                                                            | 107,800 |                                                           
|Loans
    payable to stockholders            |  |                                                            | 581,379 |                                                           
|Loans
    payable to related party           |  |                                                            | 130,249 |                                                           
|Loans
    payable                            |  |                                                            | 84,509  |                                                           
|Amounts
    due to related parties           |  | $                                                          | 338,109 |                                                           



The
following table presents information about the assets that are measured at fair value on a recurring basis as of December 31,
2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In
general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair
values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves.
Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where
there is little, if any, market activity for the asset:



|        |  | December
                                         31, 2018 |       | Quoted
    Prices in Active
    Markets (Level 1) |  | Significant
    Other Observable
    Inputs (Level 2) |       | Significant
    Unobservable Inputs
    (Level 3)
|------- |  | ---------------------------------------------------------- | ----- | ------------------------------------------------- |  | ----------------------------------------------------- | ----- | -------------------------------------------------
|Assets: |  |                                                            |       |                                                   |  |                                                       |       |                                                  
|Cash    |  | $                                                          | 2,346 |                                                   |  | $                                                     | 2,346 |                                                  



The
fair value of cash is determined through market, observable and corroborated sources.



F-8









|Arvana
    Inc.                                   
|--------------------------------------------------
|Notes
    to Financial Statements                 
|For the
    Years Ended December 31, 2019 and 2018
|(Expressed
    in U.S. Dollars)                   





2.
Summary of Significant Accounting Policies (continued)



g)
Concentration of credit risk

Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash
in bank accounts that, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts
and believes it is not exposed to any significant risks on its cash in bank accounts.



h)
Income taxes

A
deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating
loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.



Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment.



i)
Stock-based compensation

The
Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” using
the fair value method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received,
or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of
stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at
that date.



j)
Beneficial conversion feature



From
time-to-time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion
feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying
common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first
considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related
equity instruments were granted with the debt. The intrinsic value of the beneficial conversion feature is recorded as a debt
discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the
life of the note using the effective interest method.



k)
Earnings (loss) per share

Basic
earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted
earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock
equivalents, including stock options and warrants. There were no outstanding stock options or warrants as at December 31, 2019
and 2018.



F-9









|Arvana
    Inc.                                   
|--------------------------------------------------
|Notes
    to Financial Statements                 
|For the
    Years Ended December 31, 2019 and 2018
|(Expressed
    in U.S. Dollars)                   





2.
Summary of Significant Accounting Policies (continued)



l)
Recent accounting pronouncements



New
and amended standards adopted by the Company

There
were no new and amended standards adopted by the Company during the year which had a material impact on the Company’s audited
financial statements except the following:



In
February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842).
In July 2018 and December 2018, FASB issued Accounting Standards Update 2018-11, and 2018-20, respectively. These standards require
the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. Leases will
be classified as either finance or operating, with classification affecting the pattern of expense recognition. The standards
require lessors to classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers
all the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without
the transfer of control, the lease is treated as a financing lease. If the lessor does not convey risks and rewards or control,
which results in an operating lease. The Company considers that these standards has had no impact on its results of operations,
financial condition, cash flows, and financial statement disclosures.



In
July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2017-11, requiring certain
changes to the presentation and disclosures of changes to liability or equity classification of financial instruments. The Company
considers that the adoption of this standard has had no impact on its results of operations, financial condition, cash flows,
and financial statement disclosures.



In
June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-07, requiring certain
changes to nonemployee share-based payment accounting. The Company is considers that the adoption of this standard has had no
impact on its results of operations, financial condition, cash flows, and financial statement disclosures.



New
standards and interpretations not yet adopted by the Company



Several
new standards and amendments to standards and interpretations are effective for annual periods beginning after the closing date
of this report and have not been applied in preparing these audited financial statements:



In
June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-13, Financial Instruments—Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, requiring certain changes to the recognition and measurement
as well as disclosure of incurred and expected credit losses. The standard will become effective for the Company beginning January
1, 2020. In November 2018, the FASB issued ASU 2018-19 to clarify certain aspects of the new current expected credit losses impairment
model in ASU 2016-13. ASU 2018-19 points out that operating lease receivables are within the scope of ASC 842 rather than ASC
326. The Company is currently assessing the impact that the adoption of this standard will have on its results of operations,
financial condition, cash flows, and financial statement disclosures.





F-10









|Arvana
    Inc.                                   
|--------------------------------------------------
|Notes
    to Financial Statements                 
|For the
    Years Ended December 31, 2019 and 2018
|(Expressed
    in U.S. Dollars)                   



2.
Summary of Significant Accounting Policies (continued)



l)
Recent accounting pronouncements (continued)



New
standards and interpretations not yet adopted (continued)



In
August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-13, which changes the
fair value measurement disclosure requirements of ASC 820. The amendments in this ASU are the result of a broader disclosure
project called FASB Concepts Statement, Conceptual Framework for Financial Reporting — Chapter 8: Notes to Financial
Statements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2019, and
interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will
have on its results of operations, financial condition, cash flows, and financial statement disclosures.



3.
Loans Payable



As
of December 31, 2019, the Company had received loans of $581,379 (€225,000; CAD$ 72,300; $273,107) (December 31, 2018 - $583,593:
€225,000; CAD$ 72,300; $273,107) from stockholders, loans of $130,249 (CAD$ 27,600; $109,000) (December 31, 2018 –
$129,231: CAD$ 27,600; $109,000) from a related party and loans of $84,509 (CAD$ 10,000; $76,810) (December 31, 2018 – $47,330:
CAD$ 10,000; $40,000) from unrelated third parties. All of the loans bear interest at 6% per annum. The loans were made in 3 different
currencies, Euros, Canadian Dollars and US Dollars. All amounts reflected on these financial statements are expressed in US Dollars.
Repayment of the loans is due on closing of any future financing arrangement by the Company. The balance of accrued interest of
$521,156 and $470,192 is included in accounts payable and accrued liabilities at December 31, 2019 and December 31, 2018, respectively.
Interest expense recognized on these loans was $57,484 for the year ended December 31, 2019, compared to $51,207 for the year
ended December 31, 2018, respectively.



4.
Stock Options



At
December 31, 2019 and December 31, 2018, there were no stock options outstanding. No options were granted, exercised or expired
during the year ended December 31, 2019 or the year ended December 31, 2018.



5.
Common Stock



During
the years ended December 31, 2019 and December 31, 2018, the Company issued nil shares and nil shares, respectively.



6.
Segmented Information



The
Company has no reportable segments.



F-11









|Arvana
    Inc.                                   
|--------------------------------------------------
|Notes
    to Financial Statements                 
|For the
    Years Ended December 31, 2019 and 2018
|(Expressed
    in U.S. Dollars)                   





7.
Income Taxes



Income
tax benefits attributable to losses from operations in the United States of America was $Nil for the years ended December 31,
2019 and 2018, and differed from the amounts computed by applying the United States of America combined federal and Utah tax rate
of 24.91% to pretax losses from operations as a result of the following:



|                                                             |  | 2019 |          | 2018
|------------------------------------------------------------ |  | ---- | -------- | ----
|Income
    (loss) for the year before income taxes           |  | $    | 112,252  |     
|                                                             |  |      |          |     
|Computed expected tax
    expense (benefit)                  |  | $    | 27,963   |     
|Non-deductible expenses                                      |  |      | 5,006    |     
|Change in tax rates                                          |  |      | (4,088   | )   
|True up of prior-year
    provision to statutory tax returns |  |      | (236,196 | )   
|Change
    in valuation allowance                            |  |      | 207,315  |     
|Income
    tax expense                                       |  | $    | —        |     



8.
Related Party Transactions and Amounts Due to Related Parties



At
December 31, 2019 and December 31, 2018, the Company had amounts due to related parties of $338,109 and $491,171, respectively.
This amount includes $60,000 at December 31, 2019, and $136,100 at December 31, 2018, respectively, payable to current and former
directors for services rendered during 2007. During the year ended December 31, 2019, the Company determined that $76,100 of the
$136,100 that was payable at December 31, 2018, was no longer considered collectible from the two former directors and written
off. The $60,000 payable to a current director at December 31, 2019 is to be paid part in cash and part in stock at a future date
with the number of common shares determined by the fair value of the shares on the settlement date. The amounts owing bear no
interest, are unsecured, and have no fixed terms of repayment.



The
Company incurred consulting fees of $8,894 (2018 - $11,819) paid to a company controlled by our chief executive officer during
the year ended December 31, 2019.



Our
former chief executive officer and former director entered into a consulting arrangement on a month to month basis that provided
for a monthly fee of CAD$5,000. These amounts have been accrued and are currently unpaid. This consulting arrangement ended on
May 24, 2013. As of December 31, 2019, our former chief executive officer was owed $278,109 and $262,705 as of December 31, 2018
which are unsecured non-interest bearing amounts due on demand.



Our
former chief financial officer and former director had entered into a consulting agreement on a month to month basis that provides
for a monthly fee of $2,000. These amounts have been accrued and are currently unpaid. This consulting arrangement ended on June
14, 2013. As at December 31, 2019 and December 31, 2018, the Company had amounts due to this former chief financial officer of
$nil and $58,870, respectively. During the year ended December 31, 2019, the Company determined that the $58,870 was no longer
considered collectible from our former chief financial officer and written off.



Our
former chief executive officer and former director entered into a debt assignment agreement effective January 1, 2012, with a
corporation with a former director in common and thereby assigned $156,104 (CAD$202,759) of unpaid amounts payable.





F-12









|Arvana
    Inc.                                   
|--------------------------------------------------
|Notes
    to Financial Statements                 
|For the
    Years Ended December 31, 2019 and 2018
|(Expressed
    in U.S. Dollars)                   





8.
Related Party Transactions and Amounts Due to Related Parties (continued)



Our
former chief executive officer and former director entered into a debt assignment agreement effective January 1, 2012, with an
unrelated third party and thereby assigned $53,357 of unpaid amounts payable and $100,000 of unpaid loans.



Our
former chief executive officer and former director is owed $130,249 for unsecured amounts bearing 6% interest due on demand loaned
to the Company as of December 31, 2019, compared to $129,231 as of December 31, 2018. Total interest expense of $78,962 (2018
- $70,711) is included in accounts payable and accrued liabilities as at December 31, 2019.



At
December 31, 2019 and December 31, 2018, the Company had amounts due to another former officer and a company controlled by that
former officer of $nil and $31,153, respectively. During the year ended December 31, 2019, the Company determined that the $31,153
was no longer considered collectible from our former officer and written off.



9.
Convertible Loans



On
May 18, 2016, the Company issued a convertible promissory note (“Convertible Note”) pursuant to which the Company
received $50,000 from CaiE due on November 17, 2017. The $50,000 Convertible Note is convertible into common stock, in whole or
in part, at any time and from time to time before maturity at the option of the holder at a fixed price of $0.20 per share. Due
to the conversion price being lower than the closing share price on the issuance date, a beneficial conversion feature was recognized
as a discount against the convertible note. The Convertible Note accrues interest at a rate equal to 10% per year. During the
year ended December 31, 2019 and 2018, $nil and $nil of the discount was amortized as interest expense, respectively. Interest
expense recognized on this loan was $5,000 for the year ended December 31, 2019, compared to $5,000 for the year ended December
31, 2018. As at December 31, 2019 and December 31, 2018, the balance of the Convertible Note was $50,000. On November 17, 2017,
the Company entered into an amending agreement to extend the maturity date to March 31, 2018; all other terms remained unchanged.
On March 31, 2018, the Company entered into an additional amending agreement to further extend the maturity date of the Convertible
Note to March 31, 2019. All other terms remained unchanged. On March 31, 2019, the Company entered into an additional amending
agreement to further extend the maturity date of the Convertible Note to March 31, 2020. All other terms remained unchanged.



On
October 12, 2018, the Company issued an additional convertible note with CaiE pursuant to which the Company received $27,800 during
the year ended December 31, 2018 and $30,000 during the year ended December 31, 2019. The $57,800 convertible note was due on
October 11, 2019 and is convertible into common stock, in whole or in part, at any time and from time to time before maturity
at the option of the holder at a fixed price of $0.20 per share. Effective October 11, 2019, the Company entered into an amending
agreement to extend the maturity date to March 31, 2020. All other terms remained unchanged. Due to the conversion price being
lower than the closing share price on the issuance date, a beneficial conversion feature was recognized as a discount against
the convertible note. The convertible note accrues interest at a rate equal to 10% per year. During the year ended December 31,
2019 and 2018, $45,059 and $12,741 of the discount was amortized as interest expense, respectively. Interest expense recognized
on this loan was $5,780 for the year ended December 31, 2019, compared to $1,420 for the year ended December 31, 2018. As at December
31, 2019 and December 31, 2018, the balance of the convertible note was $57,800 and $nil, respectively.



F-13









|Arvana
    Inc.                                   
|--------------------------------------------------
|Notes
    to Financial Statements                 
|For the
    Years Ended December 31, 2019 and 2018
|(Expressed
    in U.S. Dollars)                   





10.
Sale of Subsidiaries



On
September 24, 2018, the Company entered into a sale and purchase agreement with Nazleal S.A. (“Nazleal”) to dispose
of the Company’s subsidiaries, Arvana Networks Inc., Arvana Participaçōes S.A. and Arvana Comunicações
do Brasil S. A. (collectively, the “Subsidiaries”). Under the terms of the agreement, Nazleal purchased the Subsidiaries
for €20,000 ($23,206) by executing a settlement and release agreement for the same amount pertaining to amounts previously
payable by the Company to Nazleal.



Effective
September 30, 2018, Nazleal assumed all debts, obligations, and guarantees of the Subsidiaries, which totaled $1,822,152. Of this
amount, $1,731,077 was written off (concurrently upon completion of the transaction), as these amounts represented amounts due
to the Company from the Subsidiaries (previously eliminated on consolidation). The remaining $91,075 comprised $40,000 in accounts
payable (due to arm’s length parties) and $51,075 in amounts due to related parties which were derecognized upon completion
of the sale. The net effect of the above transactions resulted in a total gain to the Company of $114,237.



As
at December 31, 2019 and 2018, the Subsidiaries had total assets of $44 which consisted solely of cash.



11.
Other Income



During
the year ended December 31, 2019, the Company recognized other income in the amount of $287,316 corresponding to the write down
of $167,691 included in amounts due to related parties and $119,625 included in accounts payable and accrued liabilities, that
based on statutory law are deemed to no longer be collectibe by these individuals and vendors.



12.
Subsequent Events



The
Company evaluated its December 31, 2019, financial statements for subsequent events through the date the financial statements
were issued. The Company is aware of the following subsequent events which would require recognition or disclosure in the financial
statements:



|(a) |  | On
                                         March 3, 2020, the Company entered into a Debt Settlement Agreement with Olga Volger,
                                         an assignee of a debt due to AG Consultants, Inc., to settle in full $14,883 in principal
                                         and interest due on loans made to the Company for 148,830 shares of its common stock
                                         valued at $0.10 a share.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | On
                                         March 4, 2020, the Company entered into a Debt Settlement Agreement with Conrad Swanson
                                         to settle in full $39,592 in principal and interest due on loans made to the Company
                                         for 395,920 shares of its common stock valued at $0.10 a share.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | On
                                         March 4,2020, the Company entered into a Debt Settlement Agreement with Raymond Wicki
                                         to settle $42,629 in principal and interest due on loans made to th Company for 426,290
                                         shares of its common stock valued at $0.10 a share.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | On
                                         March 17, 2020, the Company received an additional loan from CaiE in the amount of $25,000
                                         with terms and conditions of this loan to be finalized at a latter date.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

.

F-14







ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



Not
applicable.



ITEM
9A.	CONTROLS AND PROCEDURES



Disclosure
Controls and Procedures



In
connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the
participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange
Act”)) as of December 31, 2019. Disclosure controls and procedures are designed to ensure that information required to be
disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management,
including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.



Based
on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s
disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to
be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated
and communicated to management, including its chief executive officer and chief financial officer, to allow timely decisions regarding
required disclosures.



Management's
Annual Report on Internal Control over Financial Reporting



The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.
The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer
and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted
accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:



- Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the
Company’s assets.
- Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations
of management and the board of directors.
- Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s
assets that could have a material effect on the financial statements.



Due
to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions or that the degree of compliance with the policies or procedures may deteriorate.



13









The
Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of
December 31, 2019, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013), to determine whether there existed material weaknesses in internal control over
financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial
reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not
be prevented or detected on a timely basis. The assessment identified a material weakness in internal control over financial reporting.
Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management
considers its internal control over financial reporting to be ineffective.



The
matter involving internal control over financial reporting that our management considers to be a material weakness is:



- Failure
to segregate the duties of chief executive officer and chief financial officer, which failure could result in inadequate implementation
and review of financial reporting control procedures.



The
aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with
his review of our financial statements as of December 31, 2019.



Management
believes that the material weakness set forth above did not have an effect on our financial results. However, management believes
that the failure to segregate the duties of chief executive officer and chief financial officer could result in ineffective oversight
of the monitoring of internal controls over financial reporting, which weakness could result in a material misstatement in our
financial statements in future periods.



Management’s
Remediation Initiatives



In
an effort to remediate the identified material weaknesses and enhance our internal controls over financial reporting, the Company
plans to take the following measures, as soon as is practicable, subject to the availability of capital and personnel resources:



- Bifurcate
the position of chief executive officer and chief financial officer into two separate positions.



This
annual report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm
to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide
only management’s report in this annual report.



Changes
in internal control over financial reporting



During
the year ended December 31, 2019, there has been no change in internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect our internal control over financial reporting.



9B.
	OTHER INFORMATION



Not
applicable.





14







PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE



Officers
and Directors



The
following table sets forth the name, age and position of each director and executive officer of the Company:



|Name                  | Age | Position                                                                                       
|--------------------- | --- | -----------------------------------------------------------------------------------------------
|Sir
    John Baring   | 73  | Chairman
    of the Board of Directors                                                         
|Ruairidh
    Campbell | 56  | Chief
    Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director
|Shawn
    Teigen      | 47  | Director                                                                                       



Set
forth below is a brief description of the background and business experience of each of our executive officers and directors for
the past five years:



Sir
John Baring served as chief executive officer of the Company between May 26, 2005, and October 17, 2005. Sir John was appointed
as a director on May 26, 2005, and as chairman of the board of directors on October 17, 2005, on his resignation as chief executive
officer. Sir John also has other significant responsibilities, as detailed in the following paragraph. He will serve until the
next annual meeting of the Company’s shareholders and his successor is elected and qualified.

Business
Experience:



Sir
John Baring brings more than 30 years of banking and investing experience to the board of directors. Since June 2002, Sir John
has acted as a managing and founding member of Mercator Management LLC, a leading fund management company.



Officer
and Director Responsibilities and Qualifications:



Sir
John Baring acts as Chairman of the Company’s board of directors and is a member of our audit committee.



Other
Public Company Directorships in the Last Five Years:



Sir
John Baring has not been a director of any other public companies over the past five years.



The
Company has concluded that Sir John Baring should continue to serve as Chairman of the Company’s board of directors due
to the breadth of his business experience.



Ruairidh
Campbell was appointed Chief Executive Officer and director on May 24, 2013, and as Chief Financial Officer on June 25, 2013.
Mr. Campbell estimates that he spends approximately 10 percent of his time, approximately 5 hours per week, on the Company’s
business. He also has other significant responsibilities, as detailed in the following paragraph. He will serve until the next
annual meeting of the Company’s shareholders and his successor is elected and qualified.



15









Business
Experience:



Mr.
Campbell brings to his position management skills acquired from a legal and business background encompassing over 25 years of
consultancy experience. He is a member of the California State Bar, holds a Bachelor of Arts from the University of Texas at Austin
and a Juris Doctorate from the University of Utah College of Law. He started his legal career as an attorney for Baker & McKenzie
in Cairo, Egypt transitioning to consultancy work in 2001 on the formation of Orsa & Company. Orsa is dedicated to assisting
companies navigate the business environment. Services range from regulatory compliance to managerial duties that include working
with government regulators, business organizations, auditors, accountants, attorneys and quasi-public governing bodies responsible
for everything from public health to public quotation.



Officer
and Director Responsibilities and Qualifications:



Mr.
Campbell is responsible for the overall management of the Company and is involved in its day-to-day operations, finance and administration.
Mr. Campbell is also a member of our audit committee.



Other
Public Company Directorships in the Last Five Years:



Mr.
Campbell presently serves as the chief executive officer, chief financial officer, principal accounting officer and a director
for Allied Resources, Inc., a public company involved in oil and gas exploration and production, responsibilities he has held
since June 1998 to present.



The
Company has concluded that Mr. Campbell should continue to serve as a director due his knowledge of business, regulatory requirements
and management experience.



Shawn
Teigen was appointed as a director on June 25, 2013. He also has significant responsibilities with other companies, as detailed
in the following paragraph. He will serve until an annual meeting of the Company’s shareholders and his successor is elected
and qualified.



Business
Experience:



Mr.
Teigen has been providing consulting services to early-stage businesses for the past 15 years. He currently serves as the Vice
President and Research Director of Utah Foundation, a non-profit, non-partisan, public policy research organization. Mr. Teigen
has also taught a policy research desgin course for the past five years as a faculty member in the University of Utah's Master
of Public Policy program. He spent two years in Kazakhstan as a U.S. Peace Corps volunteer. Mr. Teigen holds a Master of
Public Policy and a BS in Management from the University of Utah. He also serves on the board of directors of certain public-sector
and non-profit organizations.



Officer
and Director Responsibilities and Qualifications:



Mr.
Teigen is responsible for oversight and overall business strategy as a director of the Company.  He also serves as a member
of our audit committee.



Other
Public Company Directorships in the Last Five Years:



Mr.
Teigen has not been a director of any other public companies over the past five years.



The
Company has concluded that Mr. Teigen should continue to serve as a director due to his valuable and complimentary experience
in the management of public-sector and non-profit organizations.





16







Audit
Committee and Audit Committee Financial Expert



Our
board of directors has established an audit committee that is comprised of Sir John Baring, Ruairidh Campbell and Shawn Teigen.



Our
board of directors has determined that Ruairidh Campbell qualifies as an “audit committee financial expert”, as defined
by the rules of the Commission, though it has further determined that he should not be considered “independent” as
that term is defined by NASDAQ Marketplace Rule 5605(a)(2). The NASDAQ independence definition includes a series of objective
tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with
the company.



The
audit committee recommends independent accountants to audit its financial statements, discusses the scope and results of the audit
with the independent accountants, considers the adequacy of the internal accounting controls, considers the audit procedures of
the Company and reviews the non-audit services to be performed by the independent accountants.



The
functions of our audit committee are effectively served by our Board of Directors.



Code
of Ethics



We
have adopted a Code of Ethics that applies to all the Company’s directors, officers and employees.



A
copy of our Code of Ethics was incorporated by reference in our previously filed on Form 10-KSB for the year ended December 31,
2006 as an exhibit.



Significant
Employees



We
do not have any other significant employees, other than our directors and executive officers named above.



Term
of Office



The
Company’s directors are appointed for a one (1) year term to hold office until the next annual shareholders meeting or until
removed from office in accordance with the Company’s bylaws. The Company’s executive officers are appointed by the
board of directors and hold office until removed.



Involvement
in Certain Legal Proceedings



During
the past ten years there are no events that occurred related to an involvement in legal proceedings that are material to an evaluation
of the ability or integrity of the Company directors, or persons nominated to become directors or executive officers.



Compliance
with Section 16(a) of the Securities Exchange Act



Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent
of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file. Based on our review of the copies of such forms received by us, we believe that during the fiscal year ended
December 31, 2019, all such applicable filing requirements were met.





17









ITEM
11. EXECUTIVE COMPENSATION



Compensation
Discussion and Analysis



The
objective of the Company’s compensation program is to provide an incentive to our chief executive officer and chief financial
officer for services rendered. The compensation program for our sole executive officer is comprised of a consulting fee paid to
a related party based on services rendered in connection with maintaining our disclosure obligations with the Commission. We utilize
this form of compensation as it is adequate to retain and motivate our executive officer at this stage of our development. Nonetheless,
when we develop or acquire an existing business opportunity our intention in respect to executive compensation would be to compensate
Company executives in accordance with compensatory packages typical of other development stage companies. We do not expect to
rely on any specific formula to determine compensation. Future compensation arrangements for Company executives will most likely
include salaries, stock awards and stock options.



Executive
compensation paid to a company controlled by our current chief executive officer and chief financial officer for the periods ended
December 31, 2019, and December 31, 2018, were $8,984 and $11,819 respectively.



During
the year ended December 31, 2019, the Company incurred director’s fees of $1,600 (2018 - $1,600).



Table



The
following table provides summary information for 2019 and 2018 concerning cash and non-cash compensation paid or accrued by the
Company to or on behalf of (i) the chief executive officer and the chief financial officer and (ii) any other employee to receive
compensation in excess of $100,000.





|Summary
    Compensation Table                    
|--------------------------------------------------
|Name
    and Principal Position                   
|Ruairidh
    Campbell CEO, CFO, PAO, and  Director



Outstanding
Equity Awards as of December 31, 2019



There
were no outstanding equity awards as of December 31, 2019 for our named executive officer.



No
share purchase options were granted to our named executive officer during our fiscal year ended December 31, 2019.



Long-Term
Incentive Plans



We
do not have any long-term incentive plans, pension plans, or similar compensatory plans for our directors or executive officers.



18









Change
of Control Agreements



We
are not party to any change of control agreements with any of our directors or executive officers.



Compensation
of Directors



The
following table summarizes the compensation of our Company directors for the year ended December 31, 2019:



|Name                  |  | Fees
     Earned or  Paid in  Cash  ($) |     | Stock
     Awards  ($) |  | Option
     Awards  ($) |   | Non-
                                         EquityIncentive PlanCompensation($) |  | Non-qualified
     Deferred  Compensation  Earnings  ($) |   | All
    Other  Compensation 
    ($) |  | Total
    ($)
|--------------------- |  | --------------------------------------- | --- | ---------------------- |  | ----------------------- | - | --------------------------------------------------------------------------------- |  | -------------------------------------------------------- | - | ------------------------------------ |  | -------------
|Sir
    John Baring   |  |                                         | 800 |                        |  |                         | — |                                                                                   |  |                                                          | — |                                      |  |              
|Shawn
    Teigen      |  |                                         | 800 |                        |  |                         | — |                                                                                   |  |                                                          | — |                                      |  |              
|Ruairidh
    Campbell |  |                                         | —   |                        |  |                         | — |                                                                                   |  |                                                          | — |                                      |  |              



Employment
Agreements



There
are no employment agreements with the named executive officer.



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially (1) as of
March 27, 2020, by: (i) each of our directors, (ii) each of our executive officers, (iii) our executive officers and directors
as a group, and (iv) each beneficial shareholder known to us to own more than 5% of our outstanding common stock. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.



|Title
    of Class         |  | Name
    and Address  of Beneficial Owner                                                                    |  | Number
    of Common  Shares |        | Percentage
    of Common Shares(1)
|-------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------ | ----------------------------------
|Directors
    and Officers |  |                                                                                                              |  |                              |        |                                   
|Common
    Stock           |  | Ruairidh
    Campbell, CEO, CFO, PAO and Director 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111 |  |                              | —      |                                   
|Common
    Stock           |  | Shawn
    Teigen, Director 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111                        |  |                              | —      |                                   
|Common
    Stock           |  | Sir
    John Baring, Director 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111                     |  |                              | 14,625 |                                   
|Common
    Stock           |  | All
    Directors and Executive  Officers as a Group (3 persons)                                             |  |                              | 14,625 |                                   
|Common
    Stock           |  | Valor
    Invest 60 Rue du Rhone, Fifth Floor Geneva 3, Switzerland CH1211                                   |  |                              | 63,090 |                                   
|Total                      |  |                                                                                                              |  |                              | 77,715 |                                   



(1) 
Under Commission Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to
direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.
Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote
or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information
is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount
of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage
of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or
voting power with respect to the number of shares of common stock actually outstanding on December 31, 2019. The percentage calculations
are based on the aggregate of 1,034,030 shares issued and outstanding as at December 31, 2019.



19









Change
of Control



The
acquisition of CaiE as a wholly-owned subsidiary would result in a change in control of the Company. We are not aware of any other
arrangement that might result in a change in control in the future.



ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Certain
Relationships and Related Transactions



None
of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns,
directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members
of the immediate family (including spouse, parents, children, siblings, and in−laws) of any of the foregoing persons has
any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year or in any presently
proposed transaction which, in either case, has or will materially affect us.

Director
Independence



Our
common stock trades in the OTC Markets Pink Sheets.  As such, we are not currently subject to corporate governance standards
of listed companies, which require, among other things, that the majority of the board of directors be independent.



Since
we are not currently subject to corporate governance standards relating to the independence of our directors, we choose to define
an “independent” director in accordance with NASDAQ Marketplace Rule 5605(a)(2)). The NASDAQ independence definition
includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various
types of business dealings with the company. The Company has two independent directors under the above definition.



ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



The
following table sets forth information regarding the amount billed to us by our independent auditor, Davidson & Company, LLP,
for our fiscal years ended December 31, 2019 and 2018:



|                        |  | Years
    ended December 31
|----------------------- |  | ---------------------------
|                        |  |                            
|Audit
    Fees:         |  |                            
|Audit
    Related Fees: |  |                            
|Tax
    Fees:           |  |                            
|All
    Other Fees:     |  |                            
|Total:                  |  |                            



Audit
Fees



Audit
Fees are the aggregate fees billed by our independent auditor for the audit of our annual financial statements and attestation
services that are provided in connection with statutory and regulatory filings or engagements.



20









Audit-Related
Fees



Audit-Related
Fees are fees charged by our independent auditor for assurance and related services that are reasonably related to the performance
of the audit or review of our financial statements and are not reported under "Audit Fees." This category comprises
fees billed for independent accountant review of our interim financial statements and management discussion and analysis, as well
as advisory services associated with our financial reporting.



Policy
on Pre-Approval by Audit Committee of Services Performed by Independent Auditors



Our
Audit Committee pre-approves all audit services to be provided to us by our independent auditors. Our Audit Committee’s
policy regarding the pre-approval of non-audit services to be provided to us by our independent auditors is that all such services
shall be pre-approved by the Audit Committee. Non-audit services that are prohibited to be provided by our independent auditors
may not be pre-approved. In addition, prior to the granting of any pre-approval, our Audit Committee must be satisfied that the
performance of the services in question will not compromise the independence of the auditors.





21







PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a)
Financial Statements



The
following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through
F-14, and are included as part of this Form 10-K/A:



Financial
Statements of the Company for the years ended December 31, 2019 and 2018:



Report
of Independent Registered Public Accounting Firm

Balance
Sheets

Statements
of Operations and Comprehensive Income (Loss)

Statements
of Stockholders’ Deficiency

Statements
of Cash Flows

Notes
to Financial Statements



(b)
Exhibits



The
exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 24 of this Form 10-K/A,
and are incorporated herein by this reference.



(c)
Financial Statement Schedules



We
are not filing any financial statement schedules as part of this Form 10-K/A because such schedules are either not applicable
or the required information is included in the financial statements or notes thereto.



ITEM
16 FORM 10-K SUMMARY



None.



22







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

Arvana
Inc.

|By:   | /s/ Ruairidh Campbell                                                                                              | 
|----- | ------------------------------------------------------------------------------------------------------------------ | 
|      | Ruairidh Campbell, Chief Executive Officer,
    Chief Financial Officer, Principal Accounting Officer and Director | 
|      |                                                                                                                    | 
|Date: | March 31, 2020                                                                                                     | 



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.

|By:   | /s/ Sir John Baring                                | 
|----- | -------------------------------------------------- | 
|      | Sir John Baring                                    | 
|      | Director                                           | 
|      |                                                    | 
|Date: | March 31, 2020                                     | 
|      |                                                    | 
|By:   | /s/
        Ruairidh Campbell                      | 
|      | Ruairidh Campbell                                  | 
|      | Director                                           | 
|      |                                                    | 
|Date: | March
                                    31, 2020 | 
|      |                                                    | 
|By:   | /s/
        Shawn Teigen                           | 
|      | Shawn Teigen                                       | 
|      | Director                                           | 
|      |                                                    | 
|Date: | March 31, 2020                                     | 



23







EXHIBIT
INDEX





|Regulation S-K
                                         Number | Exhibit                                                                                                                                                                                                                        
|-------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1                                                            | Agreement
    and Plan of Reorganization between the Company, Arvana Networks, Inc. and the Shareholders of Arvana Networks, Inc. dated
    August 18, 2005(1)                                                                 
|3.1                                                            | Articles
    of Incorporation(2)                                                                                                                                                                                               
|3.2                                                            | Bylaws,
    as amended(2)                                                                                                                                                                                                      
|3.3                                                            | Amendment
    to Articles of Incorporation (3)                                                                                                                                                                                 
|14.1                                                           | Code
    of Ethics (4)                                                                                                                                                                                                         
|31                                                             | Certification
    of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act (5)                                                                                                    
|32                                                             | Certification
    of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(d) of the Exchange Act and 18 U.S.C. Section
    1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(5)
|101.INS                                                        | XBRL
    Instance Document(6)                                                                                                                                                                                                  
|101.PRE                                                        | XBRL
    Taxonomy Extension Presentation Linkbase(6)                                                                                                                                                                           
|101.LAB                                                        | XBRL
    Taxonomy Extension Label Linkbase(6)                                                                                                                                                                                  
|101.DEF                                                        | XBRL
    Taxonomy Extension Label Linkbase(6)                                                                                                                                                                                  
|101.CAL                                                        | XBRL
    Taxonomy Extension Label Linkbase(6)                                                                                                                                                                                  
|101.SCH                                                        | XB
    RL Taxonomy Extension Label Linkbase(6)                                                                                                                                                                                 



|(1) | Previously
                           filed with the SEC as an exhibit to the Company’s registration statement on Form 10-SB filed
                           with the SEC on May 24, 2000.                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previously
        filed with the SEC as an exhibit to the Company’s Form 8-K filed with the SEC on October 12, 2010.                                                                                                                                                                                                                                                                                                      
|(3) | Previously filed
    with the SEC as an exhibit to the Company’s registration statement on Form 10-SB filed with the SEC on May 24, 2000.                                                                                                                                                                                                                                                                                  
|(4) | Previously
        filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-KSB filed with the SEC on March 316,
        2007.                                                                                                                                                                                                                                                                           
|(5) | Filed
        as an exhibit to this Annual Report on Form 10-K.                                                                                                                                                                                                                                                                                                                                                            
|(6) | Pursuant to Rule
    406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part
    of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished”
    and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject
    to liability under these sections.



24